AI Supplemental Terms

As between Trimble and Provider, Trimble is the sole and exclusive owner of all AI Input and AI Output, provided that Trimble acknowledges that AI Features may generate similar output for third parties. AI Input and AI Output are Trimble confidential information and are included in the definition for such information as defined in the Agreement.

Provider may process and use AI Input solely as necessary to provide the Services to Trimble and its customers and users. Provider will not, directly or indirectly, use any AI Input or AI Output to train, retain, or otherwise improve any AI Technology, or for any other purpose, except to the extent otherwise expressly agreed to by Trimble in writing.

a. Transparency and Cooperation. Provider will promptly respond to Trimble's inquiries regarding the AI Features and AI Technology as Trimble reasonably determines is needed for Trimble's compliance with AI Laws and AI Standards. Upon Trimble’s request, to the extent Provider has completed an audit, either itself or through a third party, which is required under AI Laws and/or AI Standards, or which is otherwise conducted to assess Provider’s compliance with AI Laws and AI Standards, such as but not limited to an impact, risk, and/or conformity assessment (a “Provider Audit”), Provider will provide its most recently completed Provider Audit to Trimble for review.

b. Chatbot Functionality. For AI Features designed to simulate human conversation (e.g., a chatbot), Provider will, or will enable Trimble through the AI Features to, clearly & conspicuously disclose when the user first interacts with the AI Features (1) that the user is interacting with a generative AI and not a human being, (2) the types of data typically provided to the AI through the AI Features, and (3) that generative AI can make mistakes.

c. Provider will promptly notify Trimble in writing of any change in AI Law that impacts its ability to provide the AI Features, and will use diligent commercially reasonable efforts to promptly remediate any compliance issues.

Provider represents, warrants, and covenants to Trimble that (a) its design, development, training, and provision of the AI Features comply with all AI Laws, AI Standards, and third-party rights, including but not limited to those applicable to its collection and use of Training Data; (b) it has obtained all required consents, approvals and authorizations to provide the Services and/or AI Features; (c) the AI Output is freely usable by Trimble for its business purposes without any payment or other consideration owed to any third party; (d) it maintains administrative, procedural, and technical safeguards at or exceeding industry standards to protect AI Input and AI Output; and (e) there are no pending or threatened claims alleging that its Training Data is biased or that its AI Technology was developed or trained improperly in violation of AI Law or the rights of a third party.

If the Services include Public AI, the following terms also apply.

a. Audit Rights. Trimble or its representative may audit Provider's records and documentation to confirm compliance with these Supplemental Terms and applicable AI Laws. Provider will cooperate with each such audit. Trimble will provide at least 14 days' notice and conduct no more than one audit per twelve (12) month period, unless additional audit(s) are required to comply with AI Laws. If Trimble determines that a Provider Audit provided to Trimble is sufficient to confirm Provider's compliance with these Supplemental Terms and AI Laws and Trimble’s compliance obligations under AI Laws (a “Compliant Provider Audit”) for a given time period, Trimble will not conduct a separate audit covering the same time period.

If the Services include High-Risk AI or Public AI, the following terms also apply.

a. Additional High-Risk Warranties. Provider further warrants that it maintains and follows policies and procedures in accordance with applicable AI Laws and AI Standards for the responsible and ethical development and deployment of its AI Features, including for transparency, fairness, accountability, auditability, and bias mitigation.

b. Requirement to Provide Provider Audit. Provider will provide Trimble with a copy of each Provider Audit promptly following its completion, and will immediately notify Trimble if it cannot or does not complete a Provider Audit required by AI Laws. If Provider cannot or does not promptly provide a Compliant Provider Audit to Trimble, Trimble may terminate the Agreement without penalty and without further obligation upon notice to Provider.

In addition to Provider's indemnification obligations under the Agreement, Provider will indemnify, defend, and hold harmless Trimble, its affiliates, and their respective personnel from and against any and all expenses (including without limitation reasonable attorneys’ fees, expenses, and costs arising out of the defense of such claim, action or suit, whether proven or not), damages, liabilities and costs in connection with a claim, demand, suit, action, or proceeding (including, but not limited to, any governmental investigations, complaints and actions) brought or claimed by a third party that is alleged to arise out of or result from (a) Provider's breach of any of its representations, warranties, or covenants under these Supplemental Terms, or (b) an allegation that that the AI Output, Training Data, or Trimble’s use thereof infringe, misappropriate, or otherwise violate the rights of a third party.

Provider's indemnification obligation for AI Output will not apply to the extent arising out of or resulting from (a) modification of AI Output by Trimble without Provider's approval, but only to the extent that the alleged infringement, misappropriation or violation is caused by such modification, or (b) Trimble’s use of AI Output when it knew or should have known it was infringing; or (c) Trimble’s circumvention of safety or filtering tools in the AI Features.

Trimble may modify these Supplemental Terms as required to comply with new AI Laws by posting an updated version. Unless Provider objects in writing within 30 days, the new version will become effective. If Provider objects, the parties will negotiate in good faith to resolve the concerns. If no resolution is reached within 30 days, Trimble may terminate the Agreement without penalty.

Last Updated - 25 Aug 2025